RESTATED CERTIFICATE OF INCORPORATION

Exhibit 3(i)


RESTATED

CERTIFICATE OF INCORPORATION

OF

MERRILL LYNCH & CO., INC.

----------------------------


April 28, 1998

RESTATED CERTIFICATE OF INCORPORATION
OF
MERRILL LYNCH & CO., INC.

--------------------------------

MERRILL LYNCH & CO., INC., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

1. The name of the Corporation is Merrill Lynch & Co., Inc.

2. The date of filing of its original Certificate of Incorporation with
the Secretary of State was March 27, 1973.

3. In accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware, the Board of Directors of the
Corporation duly adopted this Restated Certificate of Incorporation on April 14,
1998, at a meeting duly convened.

4. This Restated Certificate of Incorporation only restates and integrates
and does not further amend the provisions of the Certificate of Incorporation of
the Corporation as heretofore amended or supplemented, and there is no
discrepancy between such provisions and the provisions of this Restated
Certificate of Incorporation, except as permitted by Section 245(c) of the
General Corporation Law of the State of Delaware.

5. The text of the Restated Certificate of Incorporation is as follows:


ARTICLE I

NAME

The name of the Corporation is Merrill Lynch & Co., Inc.


ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The registered office of the Corporation in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of

New Castle. The name and address of the Corporation's registered agent is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801.


ARTICLE III

CORPORATE PURPOSES

The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.


ARTICLE IV

CAPITAL STOCK

SECTION 1. Shares, Classes and Series Authorized. The total number of
shares of all classes of capital stock which the Corporation shall have
authority to issue is one billion, twenty-five million (1,025,000,000) shares,
of which one billion (1,000,000,000) shares shall be Common Stock of the par
value of one dollar and thirty-three and one-third cents ($1.33 1/3) each
(hereinafter called "Common Stock") and twenty-five million (25,000,000) shares
shall be Preferred Stock of the par value of one dollar ($1.00) each
(hereinafter called "Preferred Stock").

The Preferred Stock is hereby authorized to be issued from time to time in
one or more series, the shares of each series to have such voting powers, full
or limited, or no voting powers, and such designations, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof and may be convertible into, or exchangeable
for, at the option of either the holder or the Corporation or upon the happening
of a specified event, shares of any other class or classes or any other series
of the same or any other class or classes of capital stock of the Corporation at
such price or prices or at such rate or rates of exchange and with such
adjustments as shall be stated and expressed in the Certificate of Incorporation
or in any amendment thereto or in the resolution or resolutions adopted by the
Board of Directors providing for the issue thereof.

SECTION 2. Description of Capital Stock. The following is a description of
each of the classes of capital stock which the Corporation has authority to
issue with the designations, preferences, voting powers and participating,
optional or other special rights and the qualifications, limitations or
restrictions thereof:

THE PREFERRED STOCK

A. RIGHTS AND RESTRICTIONS OF PREFERRED STOCK. Authority is hereby
expressly vested in the Board of Directors of the Corporation, subject to the
provisions of this Article IV and to the limitations prescribed by law, to
authorize the issue from time to time of one or more series of Preferred Stock
and with respect to each such series to fix by resolution or resolutions adopted
by the affirmative vote of a majority of the whole Board of Directors providing
for the issue of such series the voting powers, full or limited, if any, of the
shares of such series and the designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof. The authority of the Board of Directors
with respect to each series shall include, but not be limited to, the
determination or fixing of the following:

(a) The designation of such series.

(b) The dividend rate of such series, the conditions and dates upon
which such dividends shall be payable, the relation which such dividends
shall bear to the dividends payable on any other class or classes or
series of the Corporation's capital stock, and whether such dividends
shall be cumulative or non-cumulative.

(c) Whether the shares of such series shall be subject to redemption
for cash, property or rights, including securities of any other
corporation, by the Corporation at the option of either the Corporation or
the holder or both or upon the happening of a specified event, and, if
made subject to any such redemption, the times or events, prices and other
terms and conditions of such redemption.

(d) The terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series.

(e) Whether or not the shares of such series shall be convertible
into, or exchangeable for, at the option of either the holder or the
Corporation or upon the happening of a specified event, shares of any
other class or classes or of any other series of the same or any other
class or classes of the Corporation's capital stock, and, if provision be
made for conversion or exchange, the times or events, prices, rates,
adjustments and other terms and conditions of such conversions or
exchanges.

(f) The restrictions, if any, on the issue or reissue of any
additional Preferred Stock.

(g) The rights of the holders of the shares of such series upon the
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation.

(h) The provisions as to voting, optional and/or other special
rights and preferences, if any.

Pursuant to the authority conferred by this Section, the following series of
Preferred Stock have been designated, each such series consisting of such number
of shares, with such voting powers and with such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof as are stated and expressed in the exhibit
with respect to such series attached hereto as specified below and incorporated
herein by reference:

Exhibit A Series A Junior Preferred Stock

Exhibit B 9% Cumulative Preferred Stock, Series A


COMMON STOCK

B. RIGHTS AND RESTRICTIONS OF COMMON STOCK. The powers, preferences,
rights, qualifications, limitations or restrictions thereof in respect to the
Common Stock are as follows:

(a) The Common Stock is junior to the Preferred Stock and is subject
to all the powers, rights, privileges, preferences and priorities of the
Preferred Stock as herein or in any resolution or resolutions adopted by
the Board of Directors pursuant to authority expressly vested in it by the
provisions of Section 2 of this Article.

(b) The Common Stock shall have voting rights for the election of
directors and for all other purposes, each holder of Common Stock being
entitled to one vote for each share thereof held by such holder, except as
otherwise required by law.

C. INCREASE OR DECREASE IN AMOUNT OF AUTHORIZED SHARES. The number of
authorized shares of any class or classes of capital stock of the Corporation
may be increased or decreased by an amendment to this Certificate of
Incorporation authorized by the affirmative vote of the holders of a majority of
the shares of the Common Stock outstanding and entitled to vote thereon and,
except as expressly provided in the Certificate of Incorporation or in any
resolution or resolutions adopted by the Board of Directors pursuant to
authority expressly vested in it by the provisions of Section 2 of this Article
with respect to the Preferred Stock and except as otherwise provided by law, no
vote by holders of capital stock of the Corporation other than the Common Stock
shall be required to approve such action.

D. SHARES ENTITLED TO MORE OR LESS THAN ONE VOTE. If any class or series
of the Corporation's capital stock shall be entitled to more or less than one
vote for any share, on any matter, every reference in this Certificate of
Incorporation and in any relevant provision of law to a majority or other
proportion of stock shall refer to such majority or other proportion of the
votes of such stock.

ARTICLE V

DENIAL OF PREEMPTIVE RIGHTS

No holder of any class of capital stock of the Corporation, whether now or
hereafter authorized, shall be entitled, as such, as a matter of right, to
subscribe for or purchase any part of any new or additional issue of capital
stock of the Corporation of any class whatsoever, or of securities convertible
into or exchangeable for capital stock of the Corporation of any class
whatsoever, whether now or hereafter authorized, or whether issued for cash,
property or services.


ARTICLE VI

RESTRICTION ON DIVIDENDS

Dividends may be declared or paid upon the shares of the Corporation's
capital stock either (1) out of its surplus, determined as provided under the
General Corporation Law of the State of Delaware, or (2) in case there shall be
no such surplus, out of its net profits for the fiscal year in which the
dividend is declared and/or the preceding fiscal year.

A director shall be fully protected in relying in good faith upon the
books of account or other records of the Corporation or statements prepared by
any of its officials or by independent public accountants or by an appraiser
selected with reasonable care by the Board of Directors as to the value and
amount of the assets, liabilities and/or net profits of the Corporation, or any
other facts pertinent to the existence and amount of surplus or other funds from
which dividends might properly be declared and paid, or with which the
Corporation's capital stock might properly be purchased or redeemed.


ARTICLE VII

STOCKHOLDER VOTE REQUIRED IN CONNECTION
WITH CERTAIN BUSINESS COMBINATIONS

SECTION 1. Vote Generally Required. Notwithstanding anything contained
herein or in the General Corporation Law of the State of Delaware, and subject
to the provisions of Section 3 of this Article VII, the Corporation shall not
(a) merge or consolidate with any one or more corporations, joint-stock
associations or non-stock corporations (other than in a merger not requiring any
vote of stockholders of the Corporation under the General Corporation Law of the
State of Delaware), (b) sell, lease or exchange all or substantially all of its
property and assets, or (c) dissolve,

unless the Board of Directors shall, at a meeting duly called, adopt a
resolution, by the affirmative vote of at least two-thirds (2/3) of the entire
Board of Directors, approving such action and unless such action shall be
approved at a meeting by the affirmative vote of the holders of a majority of
the shares of the Common Stock outstanding and entitled to vote thereon and,
except as expressly provided in the Certificate of Incorporation or in any
resolution or resolutions adopted by the Board of Directors pursuant to
authority expressly vested in it by the provisions of Section 2 of Article IV
with respect to the Preferred Stock and except as otherwise provided by law, no
vote by holders of capital stock of the Corporation other than the Common Stock
shall be required to approve such action.

SECTION 2. Certain Definitions. For the purposes of this Article:

(a) "Business Combination" means:

(i) any merger or consolidation of the Corporation or any
Subsidiary with (a) an Interested Stockholder or (b) any other
Person (whether or not itself an Interested Stockholder) that
is, or after such merger or consolidation would be, an
Affiliate or Associate of an Interested Stockholder; or

(ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series
of transactions) to or with, or proposed by or on behalf of, an
Interested Stockholder or an Affiliate or Associate of an
Interested Stockholder of any assets of the Corporation or any
Subsidiary having an aggregate Fair Market Value of not less
than $100,000,000; or

(iii) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of
any securities of the Corporation or any Subsidiary to, or
proposed by or on behalf of, an Interested Stockholder or an
Affiliate or Associate of an Interested Stockholder in exchange
for cash, securities or other property (or a combination
thereof) having an aggregate Fair Market Value of not less than
$100,000,000; or

(iv) the adoption of any plan or proposal for the
liquidation or dissolution of the Corporation, or any spinoff
or split-up of any kind of the Corporation or any Subsidiary,
proposed by or on behalf of an Interested Stockholder or an
Affiliate or Associate of an Interested Stockholder; or

(v) any reclassification of securities (including any
reverse stock split), or recapitalization of the Corporation,
or any merger or consolidation of the Corporation with any
Subsidiary or any other transaction (whether or not with or
into or otherwise involving an Interested Stockholder) that has
the effect, directly or indirectly, of increasing the
percentage of the outstanding shares of (a) any class

of equity securities of the Corporation or any Subsidiary or
(b) any class of securities of the Corporation or any
Subsidiary convertible into or exchangeable for equity
securities of the Corporation or any Subsidiary, that are
directly or indirectly owned by an Interested Stockholder and
all of its Affiliates and Associates; or

(vi) any agreement, contract or other arrangement
providing for any one or more of the actions specified in
clauses (i) through (v) of this Section 2(a).

(b) "Affiliate" or "Associate" have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in
effect on January 1, 1986.

(c) "Beneficial Owner" has the meaning ascribed to such term in Rule
13d-3 of the General Rules and Regulations under the Exchange Act, as in
effect on January 1, 1986.

(d) "Continuing Director" means (i) any member of the Board of
Directors who (a) is neither the Interested Stockholder involved in the
Business Combination as to which a determination of Continuing Directors
is provided hereunder, nor an Affiliate, Associate, employee, agent, or
nominee of such Interested Stockholder, or the relative of any of the
foregoing, and (b) was a member of the Board of Directors prior to the
time that such Interested Stockholder became an Interested Stockholder,
and (ii) any successor of a Continuing Director described in clause (i)
who is recommended or elected to succeed a Continuing Director by the
affirmative vote of a majority of Continuing Directors then on the Board
of Directors.

(e) "Fair Market Value" means: (i) in the case of stock, the average
of the closing sale prices during the 30-day period immediately preceding
the date in question of a share of such stock on the Composite Tape for
New York Stock Exchange-Listed Stocks, or, if such stock is not reported
on the Composite Tape, on the New York Stock Exchange, or, if such stock
is not listed on such Exchange, on the principal United States securities
exchange registered under the Exchange Act on which such stock is listed,
or, if such stock is not listed on any such exchange, the average of the
closing bid quotations with respect to a share of such stock during the
30-day period preceding the date in question on the National Association
of Securities Dealers, Inc. Automated Quotations System or any similar
interdealer quotation system then in use, or, if no such quotation is
available, the fair market value on the date in question of a share of
such stock as determined by a majority of the Continuing Directors in good
faith; and (ii) in the case of property other than cash or stock, the fair
market value of such property on the date in question as determined by a
majority of the Continuing Directors in good faith.

(f) "Interested Stockholder" means any person (other than the
Corporation or any Subsidiary, any employee benefit plan maintained by the
Corporation or any Subsidiary or any trustee or fiduciary with respect to
any such plan when acting in such capacity) that:

(i) is, or was at any time within the two-year period
immediately prior to the date in question, the Beneficial Owner
of 5% or more of the voting power of the then outstanding
shares of Voting Stock of the Corporation and who did not
become the Beneficial Owner of such amount of Voting Stock
pursuant to a transaction that was approved by the affirmative
vote of a majority of the entire Board of Directors; or

(ii) is an assignee of, or has otherwise succeeded to,
any shares of Voting Stock of the Corporation of which an
Interested Stockholder was the Beneficial Owner at any time
within the two-year period immediately prior to the date in
question, if such assignment or succession shall have occurred
in the course of a transaction, or series of transactions, not
involving a public offering within the meaning of the
Securities Act of 1933, as amended.

For the purpose of determining whether a Person is an Interested
Stockholder, the outstanding Voting Stock of the Corporation shall include
unissued shares of Voting Stock of the Corporation of which the Interested
Stockholder is the Beneficial Owner but shall not include any other shares
of Voting Stock of the Corporation that may be issuable pursuant to any
agreement, arrangement or understanding, or upon the exercise of
conversion rights, warrants or options, or otherwise, to any Person who is
not the Interested Stockholder.

(g) A "Person" means any individual, partnership, firm, corporation,
association, trust, unincorporated organization or other entity, as well
as any syndicate or group deemed to be a person under Section 14(d)(2) of
the Exchange Act.

(h) "Subsidiary" means any corporation of which the Corporation
owns, directly or indirectly, (i) a majority of the outstanding shares of
equity securities of such corporation, or (ii) shares having a majority of
the voting power represented by all of the outstanding shares of Voting
Stock of such corporation. For the purpose of determining whether a
corporation is a Subsidiary, the outstanding Voting Stock and shares of
equity securities thereof shall include unissued shares of which the
Corporation is the Beneficial Owner but shall not include any other shares
of Voting Stock of such corporation that may be issuable pursuant to any
agreement, arrangement or understanding, or upon the exercise of
conversion rights, warrants or options, or otherwise, to any Person other
than the Corporation.

(i) "Voting Stock" means outstanding shares of capital stock of the
relevant corporation entitled to vote generally in the election of
directors.

SECTION 3. Greater Vote for Business Combinations. In addition to any
affirmative vote required by law or by this Certificate of Incorporation, the
affirmative vote of the holders of record of outstanding shares representing at
least eighty percent (80%) of the voting power of the then outstanding shares of
the Voting Stock of the Corporation, voting together as a single class, shall be
required to approve any Business Combination. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement with any national
securities exchange or otherwise.

SECTION 4. Powers of Continuing Directors. The Continuing Directors shall
have the power and duty to determine, on the basis of information known to them
after reasonable inquiry, all facts necessary to determine compliance with this
Article, including, without limitation, (A) whether a Person is an Interested
Stockholder, (B) the number of shares of Voting Stock of the Corporation
beneficially owned by any Person, (C) whether a Person is an Affiliate or
Associate of another and (D) whether the assets that are the subject of any
Business Combination have, or the consideration to be received for the issuance
or transfer of securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of not less than $100,000,000;
and the good faith determination of the Continuing Directors on such matters
shall be conclusive and binding for all the purposes of this Article.

SECTION 5. No Effect on Fiduciary Obligations. Nothing contained in this
Article shall be construed to relieve the members of the Board of Directors or
an Interested Stockholder from any fiduciary obligation imposed by law.

SECTION 6. Amendment or Repeal. Notwithstanding the fact that a lesser
percentage may be specified by the General Corporation Law of Delaware, the
affirmative vote of the holders of record of outstanding shares representing at
least eighty percent (80%) of the voting power of all the outstanding shares of
the Voting Stock of the Corporation, voting together as a single class, shall be
required to amend, alter or repeal any provision of, or to adopt any provision
or provisions inconsistent with, any provision of this Article.


ARTICLE VIII

CORPORATE EXISTENCE

The Corporation is to have perpetual existence.

ARTICLE IX

NO LIABILITY OF HOLDERS OF CAPITAL STOCK FOR CORPORATE DEBTS

The holders of the capital stock of the Corporation shall not be
personally liable for the payment of the Corporation's debts and the private
property of the holders of the capital stock of the Corporation shall not be
subject to the payment of debts of the Corporation to any extent whatsoever.


ARTICLE X

BOARD OF DIRECTORS

SECTION 1. Powers of Board of Directors. In furtherance and not in
limitation of the powers conferred by statute, the Board of Directors of the
Corporation is expressly authorized:

(a) To make, alter, amend or repeal the By-Laws, except as otherwise
expressly provided in any By-Law made by the holders of the capital stock
of the Corporation entitled to vote thereon. Any By-Law may be altered,
amended or repealed by the holders of the capital stock of the Corporation
entitled to vote thereon at any annual meeting or at any special meeting
called for that purpose.

(b) To authorize and cause to be executed mortgages and liens upon
the real and personal property of the Corporation.

(c) To determine the use and disposition of any surplus and net
profits of the Corporation, including the determination of the amount of
working capital required, to set apart out of any of the funds of the
Corporation, whether or not available for dividends, a reserve or reserves
for any proper purpose and to abolish any such reserve in the manner in
which it was created.

(d) To designate, by resolution passed by a majority of the whole
Board of Directors, one or more committees, each committee to consist of
two or more directors of the Corporation, which, to the extent provided in
the resolution designating the committee or in the By-Laws of the
Corporation, shall, subject to the limitations prescribed by law, have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation and may
authorize the seal of the Corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names
as may be provided in the By-Laws of the Corporation or as may be
determined from time to time by resolution adopted by the Board of
Directors.

(e) To grant or assume rights or options entitling the holders
thereof to purchase from the Corporation shares of its capital stock of
any class or series (to be evidenced by or in such instrument or
instruments as shall be approved by

the Board of Directors); the terms upon which, the time or times at or
within which, the persons to whom, and the price or prices at which any
such rights or options may be issued and any such shares may be purchased
from the Corporation upon the exercise of any such right or option, shall
be such as shall be fixed in a resolution or resolutions adopted by the
Board of Directors providing for the creation and issue of such rights or
options. In the absence of actual fraud in the transaction, the judgment
of the Board of Directors as to the consideration for the issuance of such
rights or options and the sufficiency thereof shall be conclusive. No such
rights or options shall be invalidated or in any way affected by the fact
that any director shall be a grantee thereof or shall vote for the
issuance of such rights or options to himself or for any plan pursuant to
which he may receive any such rights or options.

(f) To adopt or assume such plans as may, from time to time, be
approved by it for the purchase by officers or employees of the
Corporation and of any corporation either affiliated with or a subsidiary
of the Corporation of shares of capital stock of the Corporation of any
class or series; the terms upon which and the price or prices at which
shares may be purchased from the Corporation pursuant to such a plan shall
be such as shall be fixed by the Board of Directors in the plan. No such
plan which is not at the time of adoption unreasonable or unfair shall be
invalidated or in any way affected because any director shall be entitled
to purchase shares of capital stock of the Corporation thereunder and
shall vote for any such plan.

(g) To adopt or assume and carry out such plans as may from time to
time be approved by it for the distribution among the officers or
employees of the Corporation and of any corporation which is a subsidiary
of the Corporation, or any of them, in addition to their regular salaries
or wages, of part of the earnings of the Corporation and of any
corporation which is a subsidiary of the Corporation, or any of them, in
consideration for or in recognition of the services rendered by such
officers or employees or as an inducement to future efforts. No such plan
which is not at the time of adoption or assumption unreasonable or unfair
shaIl be invalidated or in any way affected because any director shall be
a beneficiary thereunder or shall vote for any plan under which he may
benefit or for any distribution thereunder in which he may participate.

(h) To adopt such pension, retirement, deferred compensation or
other employee benefit plans or provisions as may, from time to time, be
approved by it, providing for pensions, retirement income, deferred
compensation or other benefits for officers or employees of the
Corporation and of any corporation which is a subsidiary of the
Corporation, or any of them, in consideration for or in recognition of the
services rendered by such officers or employees or as an inducement to
future efforts. No such plan or provision, which is not at the time of
adoption unreasonable or unfair, shall be invalidated or in any way
affected because any director shall be a beneficiary thereunder or shall
vote for any plan or provision under which he may benefit.

(i) To exercise, in addition to the powers and authorities
hereinbefore or by law conferred upon it, any such powers and authorities
and do all such acts and things as may be exercised or done by the
Corporation, subject, nevertheless, to the provisions of the laws of the
State of Delaware and of the Certificate of Incorporation and of the
By-Laws of the Corporation.


SECTION 2. Classified Board. At the 1986 annual meeting of holders of
capital stock of the Corporation, the directors shall be divided into three
classes, with respect to the time that they severally hold office, as nearly
equal in number as possible, with the initial term of office of the first class
of directors to expire at the 1987 annual meeting of holders of capital stock of
the Corporation, the initial term of office of the second class of directors to
expire at the 1988 annual meeting of holders of capital stock of the Corporation
and the initial term of office of the third class of directors to expire at the
1989 annual meeting of holders of capital stock of the Corporation. Commencing
with the 1987 annual meeting of holders of capital stock of the Corporation,
directors elected to succeed those directors whose terms have thereupon expired
shall be elected for a term of office to expire at the third succeeding annual
meeting of holders of capital stock of the Corporation after their election. If
the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain or attain, if possible, the
equality of the number of directors in each class, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
If such equality is not possible, the increase or decrease shall be apportioned
among the classes in such a way that the difference in the number of directors
in any two classes shall not exceed one.

SECTION 3. Nominations. Subject to the rights of holders of any series of
Preferred Stock or any other class of capital stock of the Corporation (other
than the Common Stock) then outstanding, nominations for the election of
directors may be made by the affirmative vote of a majority of the entire Board
of Directors or by any stockholder of record entitled to vote generally in the
election of directors. However, any stockholder of record entitled to vote
generally in the election of directors may nominate one or more persons for
election as directors at a meeting only if written notice of such stockholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not less than 50 days nor more than 75 days prior to the meeting;
provided, that in the event that less than 60 days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
meeting was mailed or such public disclosure was made, whichever first occurs.
Each such notice to the Secretary shall set forth: (i) the name and address of
record of the stockholder who

intends to make the nomination; (ii) a representation that the stockholder is a
holder of record of shares of the Corporation's capital stock entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) the name, age,
business and residence addresses, and principal occupation or employment of each
proposed nominee; (iv) a description of all arrangements or understandings
between the stockholder and each proposed nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (v) such other information
regarding each proposed nominee as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (vi) the written consent of each proposed nominee to serve as a
director of the Corporation if so elected. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the Corporation to determine the eligibility of such proposed nominee to
serve as a director of the Corporation. The presiding officer of the meeting
may, if the facts warrant, determine that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he shall
so declare to the meeting and the defective nomination shall be disregarded.

SECTION 4. Removal of Directors. Subject to the rights of the holders of
any series of Preferred Stock or any other class of capital stock of the
Corporation (other than the Common Stock) then outstanding, (i) any director, or
the entire Board of Directors may be removed from office at any time, but only
for cause, by the affirmative vote of the holders of record of outstanding
shares representing at least 80% of the voting power of all the shares of
capital stock of the Corporation then entitled to vote generally in the election
of directors, voting together as a single class, and (ii) any director may be
removed from office at any time, but only for cause, by the affirmative vote of
a majority of the entire Board of Directors.

SECTION 5. Vacancies. Subject to the rights of the holders of any series
of Preferred Stock or any other class of capital stock of the Corporation (other
than the Common Stock) then outstanding, any vacancies in the Board of Directors
for any reason, including by reason of any increase in the number of directors,
shall, if occurring prior to the expiration of the term of office of the class
in which such vacancy occurs, be filled only by the Board of Directors, acting
by the affirmative vote of a majority of the remaining directors then in office,
although less than a quorum, and any directors so elected shall hold office
until the next election of the class for which such directors have been elected
and until their successors are elected and qualify.

SECTION 6. Preferred Stock. Whenever the holders of any one or more series
of Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or a special
meeting of holders of capital stock of the Corporation, the nomination,
election, term of office, filling of vacancies and other features of such
directorships shall be governed by this Article X unless

expressly otherwise provided by the resolution or resolutions providing for the
creation of such series.

ARTICLE XI

MEETINGS OF STOCKHOLDERS AND DIRECTORS;
ELECTIONS OF DIRECTORS; CORPORATION BOOKS

SECTION 1. Stockholders' Meetings. Meetings of holders of capital stock of
the Corporation may be held outside the State of Delaware if the By-Laws so
provide. Any action required or permitted to be taken by the holders of capital
stock of the Corporation must be effected at a duly called annual or special
meeting of holders of capital stock of the Corporation and may not be effected
by any consent in writing by such holders. Meetings of holders of capital stock
of the Corporation may be called only by the Board of Directors pursuant to a
resolution adopted by the affirmative vote of a majority of the entire Board of
Directors.

SECTION 2. Directors' Meetings, Consents and Elections. Meetings of the
Board of Directors and of any committee thereof may be held outside the State of
Delaware if the By-Laws so provide. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting as provided by statute, if the By-Laws of the
Corporation so provide. The elections of directors need not be by ballot unless
the By-Laws of the Corporation so provide.

SECTION 3. Books of the Corporation. Except as otherwise provided by law,
the books of the Corporation may be kept outside the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the By-Laws of the Corporation.


ARTICLE XII

TRANSACTIONS WITH DIRECTORS AND OFFICERS

No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose if (a) the material
facts as to his relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the committee,

and the Board of Directors or the committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum, or (b) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders, or (c) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board of Directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.


ARTICLE XIII

LIMITATION OF DIRECTORS' LIABILITY; INDEMNIFICATION
BY CORPORATION; INSURANCE

SECTION 1. Limitation of Directors' Liability. (a) No director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director, except, to the
extent provided by applicable law, for liability (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is hereafter
amended to authorize corporate action further limiting or eliminating the
personal liability of directors, then the liability of each director of the
Corporation shall be limited or eliminated to the full extent permitted by the
Delaware General Corporation Law as so amended from time to time.

(b) Neither the amendment nor repeal of this Section 1, nor the adoption
of any provision of the Certificate of Incorporation inconsistent with this
Section 1, shall eliminate or reduce the effect of this Section 1, in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
Section 1, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.

SECTION 2. Indemnification by Corporation. (a) The Corporation shall
indemnify any person who is or was a director or officer of the Corporation, or
is or was serving at the request of the Corporation as a director, officer or
trustee of another corporation, trust or other enterprise, with respect to
actions taken or omitted by such person in any capacity in which such person
serves the Corporation or such other corporation, trust or other enterprise, to
the full extent authorized or permitted by law, as now or hereafter in effect,
and such right to indemnification shall continue as to a person who has

ceased to be a director, officer or trustee, as the case may be, and shall inure
to the benefit of such person's heirs, executors and personal and legal
representatives; provided, however, that, except for proceedings to enforce
rights to indemnification, the Corporation shall not be obligated to indemnify
any person in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized in advance, or
unanimously consented to, by the Board of Directors of the Corporation. Any
person who is or was a director or officer of a subsidiary of the Corporation
shall be deemed to be serving in such capacity at the request of the Corporation
for purposes of this Section 2.

(b) Directors and officers of the Corporation shall have the right to be
paid by the Corporation expenses incurred in defending or otherwise
participating in any proceeding in advance of its final disposition. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, advance such expenses to any person who is or was serving at the
request of the Corporation as a director, officer or trustee of another
corporation, trust or other enterprise.

(c) The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation and to any person serving at
the request of the Corporation as an employee or agent of another corporation,
trust or other enterprise.

(d) The rights to indemnification and to the advancement of expenses
conferred in this Section 2 shall not be exclusive of any other right that any
person may have or hereafter acquire under this Restated Certificate of
Incorporation, the by-laws, any statute, agreement, vote of stockholders or
disinterested directors, or otherwise.

(e) Any repeal or modification of this Section 2 by the stockholders of
the Corporation shall not adversely affect any rights to indemnification and to
advancement of expenses that any person may have at the time of such repeal or
modification with respect to any acts or omissions occurring prior to such
repeal or modification.

SECTION 3. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation or any subsidiary of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, trustee, employee or
agent of another corporation, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation shall have the power to
indemnify him against such liability under the provisions of Section 2 of this
Article XIII.

ARTICLE XIV

COMPROMISE OR ARRANGEMENT BETWEEN CORPORATION
AND ITS CREDITORS OR STOCKHOLDERS

Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.


ARTICLE XV

RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend, alter, change or repeal any
provisions contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by law, and all the provisions of this Certificate of
Incorporation and all rights and powers conferred in this Certificate of
Incorporation on stockholders, directors and officers are subject to this
reserved power, provided that the affirmative vote of the holders of record of
outstanding shares representing at least 80% of the voting power of all of the
shares of capital stock of the Corporation then entitled to vote generally in
the election of directors, voting together as a single class, shall be required
to amend, alter, change, or repeal any provision of, or to adopt any provision
or provisions inconsistent with, Section 2(A) of Article IV, Article X, Article
XI, Article XIII or this Article XV of this Certificate of Incorporation unless
such amendment, alteration, repeal or adoption of any inconsistent provision or
provisions is declared advisable by the Board of Directors by the affirmative
vote of at least seventy-five percent (75%) of

the entire Board of Directors, notwithstanding the fact that a lesser percentage
may be specified by the General Corporation Law of Delaware, and provided
further that any amendment, alteration, change, repeal or adoption of any
provision or provisions inconsistent with Article VII may only be made in
accordance with the provisions thereof.

IN WITNESS WHEREOF, said MERRILL LYNCH & CO., INC. has caused this
certificate to be signed by a Vice Chairman of the Board, with its corporate
seal to be hereunto duly affixed and to be attested by an Assistant Secretary
this 28th day of April, 1998.


MERRILL LYNCH & CO., INC.

/s/ Stephen L. Hammerman
----------------------------------
By: Stephen L. Hammerman
Vice Chairman of the Board


CORPORATE SEAL

Attest: /s/ Lawrence M. Egan, Jr.
--------------------------------
By: Lawrence M. Egan, Jr.
Assistant Secretary

EXHIBIT A

CERTIFICATE OF DESIGNATION OF THE VOTING POWERS,
DESIGNATION, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS AND QUALIFICATIONS,
LIMITATIONS AND RESTRICTIONS OF THE SERIES A JUNIOR
PREFERRED STOCK

-----------------------------------------------------

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

-----------------------------------------------------

We, Stephen L. Hammerman, Executive Vice President and Stephen M.M.
Miller, Secretary of Merrill Lynch & Co., Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), DO HEREBY CERTIFY:

that, pursuant to authority conferred upon the Board of Directors of
the Corporation by its Restated Certificate of Incorporation (the
"Certificate"), and, pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, said Board of Directors, at a duly
called meeting held on December 16, 1987, at which a quorum was present and
acted throughout, adopted the following resolutions, which resolutions remain in
full force and effect on the date hereof creating a series of 2,000,000 shares
of Preferred Stock having a par value of $1.00 per share, designated as Series A
Junior Preferred Stock (the "Series A Preferred Stock") out of the class of
25,000,000 shares of preferred stock of the par value of $1.00 per share (the
"Preferred Stock"):

RESOLVED that pursuant to the authority vested in the Board of
Directors in accordance with the provisions of the Certificate, the Board of
Directors does hereby create, authorize and provide for the issuance of the
Series A Preferred Stock having the voting powers, designation, relative,
participating, optional and other special rights, preferences, and
qualifications, limitations and restrictions thereof that are set forth as
follows:

Section 1. Designation and Amount. The shares of such series shall
be designated as "Series A Junior Preferred Stock" ("Series A Preferred Stock")
and the number of shares constituting such series shall be 2,000,000.

Section 2. Dividends and Distributions. (A) Subject to the prior and
superior rights of the holders of any shares of any other series of Preferred
Stock or any other shares of preferred stock of the Corporation ranking prior
and superior to the shares of Series A Preferred Stock with respect to
dividends, each holder of one one-hundredth (1/100) of a share (a "Unit") of
Series A Preferred Stock shall be entitled

to receive, when, as and if declared by the Board of Directors out of funds
legally available for that purpose, (i) quarterly dividends payable in cash on
the 30th day of February, May, August and November in each year (each such date
being a "Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of such Unit of Series A
Preferred Stock, in an amount per Unit (rounded to the nearest cent) equal to
the greater of (a) $0.25 or (b) subject to the provision for adjustment
hereinafter set forth, the aggregate per share amount of all cash dividends
declared on shares of the Common Stock since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of a Unit of Series A Preferred Stock, and (ii)
subject to the provision for adjustment hereinafter set forth, quarterly
distributions (payable in kind) on each Quarterly Dividend Payment Date in an
amount per Unit equal to the aggregate per share amount of all non-cash
dividends or other distributions (other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock, by
reclassification or otherwise) declared on shares of Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or with respect to the
first Quarterly Dividend Payment Date, since the first issuance of a Unit of
Series A Preferred Stock. In the event that the Corporation shall at any time
after December 16, 1987 (the "Rights Declaration Date") (i) declare any dividend
on outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide outstanding shares of Common Stock or (iii) combine outstanding shares
of Common Stock into a smaller number of shares, then in each such case the
amount to which the holder of a Unit of Series A Preferred Stock was entitled
immediately prior to such event pursuant to the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which shall
be the number of shares of Common Stock that are outstanding immediately after
such event and the denominator of which shall be the number of shares of Common
Stock that were outstanding immediately prior to such event.

(B) The Corporation shall declare a dividend or distribution on
Units of Series A Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the shares of Common Stock
(other than a dividend payable in shares of Common Stock); provided, however,
that, in the event no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $0.25 per
Unit on the Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

(C) Dividends shall begin to accrue and shall be cumulative on each
outstanding Unit of Series A Preferred Stock from the Quarterly Dividend Payment
Date next preceding the date of issuance of such Unit of Series A Preferred
Stock, unless the date of issuance of such Unit is prior to the record date for
the first Quarterly Dividend Payment Date, in which case, dividends on such Unit
shall begin to accrue from the date of issuance of such Unit, or unless the date
of issuance is a Quarterly Dividend Payment Date or is a date after the record
date for the determination of holders of Units of Series A Preferred Stock
entitled to receive a quarterly dividend and

before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on Units of Series A Preferred Stock in an amount less than the aggregate
amount of all such dividends at the time accrued and payable on such Units shall
be allocated pro rata on a unit-by-unit basis among all Units of Series A
Preferred Stock at the time outstanding. The Board of Directors may fix a record
date for the determination of holders of Units of Series A Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than 30 days prior to the date fixed for the
payment thereof.

Section 3. Voting Rights. The holders of Units of Series A Preferred
Stock shall have the following voting rights:

(A) Subject to the provision for adjustment hereinafter set
forth, each Unit of Series A Preferred Stock shall entitle the holder thereof to
one vote on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide outstanding shares of Common
Stock or (iii) combine the outstanding shares of Common Stock into a smaller
number of shares, then in each such case the number of votes per Unit to which
holders of Units of Series A Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction the
numerator of which shall be the number of shares of Common Stock outstanding
immediately after such event and the denominator of which shall be the number of
shares of Common Stock that were outstanding immediately prior to such event.

(B) Except as otherwise provided herein or by law, the holders
of Units of Series A Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.

(C) (i) If at any time dividends on any Units of Series A
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, then during the period (a "default period") from the
occurrence of such event until such time as all accrued and unpaid dividends for
all previous quarterly dividend periods and for the current quarterly dividend
period on all Units of Series A Preferred Stock then outstanding shall have been
declared and paid or set apart for payment, all holders of Units of Series A
Preferred Stock, voting separately as a class, shall have the right to elect two
Directors.

(ii) During any default period, such voting rights of the
holders of Units of Series A Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at
any annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting rights nor any right of the
holders of Units of Series A Preferred Stock to

increase, in certain cases, the authorized number of Directors may be exercised
at any meeting unless one-third of the outstanding Units of Preferred Stock
shall be present at such meeting in person or by proxy. The absence of a quorum
of the holders of Common Stock shall not affect the exercise by the holders of
Units of Series A Preferred Stock of such rights. At any meeting at which the
holders of Units of Series A Preferred Stock shall exercise such voting right
initially during an existing default period, they shall have the right, voting
separately as a class, to elect Directors to fill up to two vacancies in the
Board of Directors, if any such vacancies may then exist, or, if such right is
exercised at an annual meeting, to elect two Directors. If the number which may
be so elected at any special meeting does not amount to the required number, the
holders of the Series A Preferred Stock shall have the right to make such
increase in the number of Directors as shall be necessary to permit the election
by them of the required number. After the holders of Units of Series A Preferred
Stock shall have exercised their right to elect Directors during any default
period, the number of Directors shall not be increased or decreased except as
approved by a vote of the holders of Units of Series A Preferred Stock as herein
provided or pursuant to the rights of any equity securities ranking senior to
the Series A Preferred Stock.

(iii) Unless the holders of Series A Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than 25% of the total number of
Units of Series A Preferred Stock outstanding may request, the calling of a
special meeting of the holders of Units of Series A Preferred Stock, which
meeting shall thereupon be called by the Secretary of the Corporation. Notice of
such meeting and of any annual meeting at which holders of Units of Series A
Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii) shall
be given to each holder of record of Units of Series A Preferred Stock by
mailing a copy of such notice to him at his last address as the same appears on
the books of the Corporation. Such meeting shall be called for a time not
earlier than 20 days and not later than 60 days after such order or request or
in default of the calling of such meeting within 60 days after such order or
request, such meeting may be called on similar notice by any stockholder of
stockholders owning in the aggregate not less than 25% of the total number of
outstanding Units of Series A Preferred Stock. Notwithstanding the provisions of
this paragraph (C)(iii), no such special meeting shall be called during the 60
days immediately preceding the date fixed for the next annual meeting of the
stockholders.

(iv) During any default period, the holders of shares of
Common Stock, and other classes or series of stock of the Corporation, if
applicable, shall continue to be entitled to elect all the Directors until the
holders of Units of Series A Preferred Stock shall have exercised their right to
elect two Directors voting as a separate class, after the exercise of which
right (x) the Directors so elected by the holders of Units of Series A Preferred
Stock shall continue in office until their successors shall have been elected by
such holders or until the expiration of the default period, and (y) any vacancy
in the Board of Directors may (except as provided in paragraph (C)(ii) of this
Section 3) be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class of capital stock which elected

the Director whose office shall have become vacant. References in this paragraph
(C) to Directors elected by the holders of a particular class of capital stock
shall include Directors elected by such Directors to fill vacancies as provided
in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x)
the right of the holders of Units of Series A Preferred Stock as a separate
class to elect Directors shall cease, (y) the term of any Directors elected by
the holders of Units of Series A Preferred Stock as a separate class shall
terminate, and (z) the number of Directors shall be such number as may be
provided for in the Certificate or by-laws irrespective of any increase made
pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number
being subject, however, to change thereafter in any manner provided by law or in
the Certificate or by-laws). Any vacancies in the Board of Directors effected by
the provisions of clauses (y) and (z) in the preceding sentence may be filled by
a majority of the remaining Directors.

(vi) The provisions of this paragraph (C) shall govern the
election of Directors by holders of Units of Preferred Stock during any default
period notwithstanding any provisions of the Certificate to the contrary,
including, without limitation, the provisions of Article X of the Certificate.

(D) Except as set forth herein, holders of Units of Series A
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Shares of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions. (A) Whenever quarterly dividends or
other dividends or distributions payable on Units of Series A Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on outstanding
Units of Series A Preferred Stock shall have been paid in full, the Corporation
shall not
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
junior stock;

(ii) declare or pay dividends on or make any other distributions on
any shares of parity stock, except dividends paid ratably on Units of
Series A Preferred Stock and shares of all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to
which the holders of such Units and all such shares are then entitled;

(iii) redeem or purchase or otherwise acquire for consideration
shares of any parity stock, provided, however, that the Corporation may at
any time redeem, purchase or otherwise acquire shares of any such parity
stock in exchange for shares of any junior stock;

(iv) purchase or otherwise acquire for consideration any Units of
Series A Preferred Stock, except in accordance with a purchase offer made
in writing or

by publication (as determined by the Board of Directors) to all holders of
such Units.

(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

Section 5. Reacquired Shares. Any Units of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof. All such
Units shall, upon their cancellation, become authorized but unissued Units of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein.

Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of
junior stock unless the holders of Units of Series A Preferred Stock shall have
received, subject to adjustment as hereinafter provided in paragraph (B), the
greater of either (a) $.01 per Unit plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not earned or declared, to the
date of such payment, or (b) the amount equal to the aggregate per share amount
to be distributed to holders of shares of Common Stock, or (ii) to the holders
of shares of parity stock, unless simultaneously therewith distributions are
made ratably on Units of Series A Preferred Stock and all other shares of such
parity stock in proportion to the total amounts to which the holders of Units of
Series A Preferred Stock are entitled under clause (i)(a) of this sentence and
to which the holders of shares of such parity stock are entitled, in each case
upon such liquidation, dissolution or winding up.

(B) In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on outstanding shares of Common Stock
payable in shares of Common Stock, (ii) subdivide outstanding shares of Common
Stock, or (iii) combine outstanding shares of Common Stock into a smaller number
of shares, then in each such case the aggregate amount to which holders of Units
of Series A Preferred Stock were entitled immediately prior to such event
pursuant to clause (i)(b) of paragraph (A) of this Section 6 shall be adjusted
by multiplying such amount by a fraction the numerator of which shall be the
number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which shall be the number of shares of Common Stock
that were outstanding immediately prior to such event.

Section 7. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or converted into other stock or
securities, cash and/or any other property, then in any such case Units of
Series A Preferred

Stock shall at the same time be similarly exchanged for or converted into an
amount per Unit (subject to the provision for adjustment hereinafter set forth)
equal to the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is converted or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date (i) declare any dividend on
outstanding shares of Common Stock payable in shares of Common Stock, (ii)
subdivide outstanding shares of Common Stock, or (iii) combine outstanding
Common Stock into a smaller number of shares, then in each such case the amount
set forth in the immediately preceding sentence with respect to the exchange or
conversion of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which shall be the number
of shares of Common Stock that are outstanding immediately after such event and
the denominator of which shall be the number of shares of Common Stock that were
outstanding immediately prior to such event.

Section 8. Redemption. The Units of Series A Preferred Stock shall
not be redeemable.

Section 9. Ranking. The Units of Series A Preferred Stock shall rank
junior to the Corporation's Remarketed Preferred Stock and to all other series
of the Preferred Stock and to any other class of preferred stock that hereafter
may be issued by the Corporation as to the payment of dividends and the
distribution of assets, unless the terms of any such series or class shall
provide otherwise.

Section 10. Amendment. The Certificate, including, without
limitation, this resolution, shall not hereafter be amended, either directly or
indirectly, or through merger or consolidation with another corporation, in any
manner that would alter or change the powers, preferences or special rights of
the Series A Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority or more of the outstanding Units
of Series A Preferred Stock, voting separately as a class.

Section 11. Fractional Shares. The Series A Preferred Stock may be
issued in Units or other fractions of a share, which Units or fractions shall
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series A Preferred Stock,

Section 12. Certain Definitions. As used herein with respect to the
Series A Preferred Stock, the following terms shall have the following meanings:

(A) The term "Common Stock" shall mean the class of stock
designated as the common stock, par value $1.33 1/3 per share, of the
Corporation at the date hereof or any other class of stock resulting from
successive changes or reclassification of the common stock.

(B) The term "junior stock" (i) as used in Section 4, shall
mean the Common Stock and any other class or series of capital stock of the
Corporation

hereafter authorized or issued over which the Series A Preferred Stock has
preference or priority as to the payment of dividends and (ii) as used in
Section 6, shall mean the Common Stock and any other class or series of capital
stock of the Corporation over which the Series A Preferred Stock has preference
or priority in the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.

(C) The term "parity stock" (i) as used in Section 4, shall
mean any class or series of stock of the Corporation hereafter authorized or
issued ranking pari passu with the Series A Preferred Stock as to dividends and
(ii) as used in Section 6, shall mean any class or series of capital stock
ranking pari passu with the Preferred Stock in the distribution of assets or any
liquidation, dissolution or winding up.

EXHIBIT B

MERRILL LYNCH & CO., INC.

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CERTIFICATE OF DESIGNATIONS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

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9% CUMULATIVE PREFERRED STOCK, SERIES A
(Par Value $1.00 Per Share)

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MERRILL LYNCH & CO., INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the
following resolutions were duly adopted by the Board of Directors of the
Corporation and by the Executive Committee of the Board of Directors, pursuant
to authority conferred upon the Board of Directors by the provisions of the
Restated Certificate of Incorporation, as amended, of the Corporation, which
authorize the issuance of up to 25,000,000 shares of preferred stock, par value
$1.00 per share, and pursuant to authority conferred upon the Executive
Committee of the Board of Directors in accordance with Section 141(c) of the
General Corporation Law of the State of Delaware, by Article IV, Section 1 of
the By-laws of the Corporation and by the resolutions of the Board of Directors
set forth herein, at a meeting of the Board of Directors duly held on April 19,
1994, by unanimous written consent to corporate action of the Board of Directors
dated August 22, 1994, and by unanimous written consent of the Executive
Committee dated November 2, 1994:

1. The Board of Directors on April 19, 1994 adopted the following
resolutions authorizing the Executive Committee of the Board of Directors to act
on behalf of the Board of Directors in connection with the designation, issuance
and sale of up to 100,000 shares of preferred stock of the Corporation in one or
more series (the "Preferred Stock") and depositary shares representing interests
in the Preferred Stock (the "Depositary Shares"), either directly or in exchange
for other obligations of the Corporation undertaken in connection with the
issuance of preferred units that may be issued by a limited liability company
affiliated with the Corporation, upon such terms as may be deemed appropriate by
the Executive Committee, including, but not limited to, determinations with
respect to classes and series, dividend and liquidation rights and preferences
(provided that the aggregate liquidation preference of the Preferred Stock, does
not exceed $600,000,000), stated value, denomination, redemption and conversion
or exchange features and to take all such actions in connection therewith as
such Committee may deem necessary or appropriate:

"RESOLVED, that the Board of Directors hereby authorizes and
empowers the Executive Committee to take all such actions as may be
necessary or appropriate for the issuance and sale of up to 100,000 shares
of the Corporation's

Preferred Stock, par value $1.00 per share (the "Preferred Shares"), in
one or more series, either directly or in exchange for other obligations
of the Corporation undertaken in connection with the issuance of preferred
units that may be issued by a limited liability company affiliated with
the Corporation (the "LLC Units"); provided that the aggregate liquidation
preference of such Preferred Shares shall not exceed $600,000,000;"

"FURTHER RESOLVED, that the Executive Committee may approve the
issuance of the Preferred Shares upon such terms as may be deemed
appropriate by the Executive Committee, including, but not limited to,
determinations with respect to classes and series, dividend and
liquidation rights and preferences, stated value, denomination, redemption
and conversion or exchange features, and may provide for the issuance of
depositary shares representing interests in the Preferred Shares in order
to accommodate retail marketing; provided, however, that the Preferred
Shares shall not have voting rights except (i) in the event that dividends
are in arrears for six consecutive quarters, the number of the
Corporation's directors shall be increased by two and the holders of the
Preferred Shares shall be entitled, voting as a class, to elect two
directors of the Corporation to serve until such time as such arrearages
are paid in full or (ii) as otherwise required by law;"

2. The Board of Directors, by unanimous written consent to corporate
action dated August 22, 1994, adopted the following resolution amending the
second resolution set forth in paragraph 1 above:

"RESOLVED, that the resolution attached hereto as Exhibit A, which
was adopted at the meeting of the Board of Directors duly called and held
on April 19, 1994, is hereby amended by deleting the word "consecutive" in
the third line of the proviso and inserting the words "or the requirements
of any stock exchange on which the Preferred Shares may be listed" at the
end thereof prior to the semicolon."

3. The Executive Committee of the Board of Directors, by unanimous written
consent to corporate action dated November 2, 1994, adopted the following
resolution pursuant to the authority conferred upon the Executive Committee by
the resolution of the Board of Directors set forth in paragraph 1 above adopted
pursuant to Article 4, Section 1 of the By-laws of the Corporation and Section
141(c) of the General Corporation Law of the State of Delaware:

"RESOLVED, that the issue of a series of preferred stock, par value
$1.00 per share, of the Corporation is hereby authorized and the
designation, preferences and privileges, relative, participating, optional
and other special rights, and qualifications, limitations and restrictions
thereof, in addition to those set forth in the Restated Certificate of
Incorporation, as amended, of the Corporation, are hereby fixed as
follows:

9% CUMULATIVE PREFERRED STOCK, SERIES A

(1) Number of Shares and Designation. 42,500 shares of
the preferred stock, par value $1.00 per share, of the Corporation
are hereby constituted as a series of preferred stock, par value
$1.00 per share, designated as 9% Cumulative Preferred Stock, Series
A (hereinafter called the "Preferred Stock, Series A").

(2) Dividends. (a) The holders of shares of the
Preferred Stock, Series A, shall be entitled to receive, as, if and
when declared by the Board of Directors of the Corporation (or a
duly authorized Committee thereof), out of assets of the Corporation
legally available for the payment of dividends, cash dividends at
the rate set forth below in this Section (2) applied to the amount
of $10,000 per share. Such dividends shall be cumulative from the
date of original issue of such shares, whether or not in any
Dividend Period or Dividend Periods (as defined in subsection (b) of
this Section (2)) there are assets of the Corporation legally
available for the payment thereof, and shall be payable quarterly,
as, if and when declared by the Board of Directors of the
Corporation (or a duly authorized Committee thereof), on March 30,
June 30, September 30, and December 30 of each year, commencing on
December 30, 1994; provided that if any such payment date is not a
business day, dividends (if declared) on the Preferred Stock, Series
A, will be paid on the immediately succeeding business day, without
interest. Each such dividend shall be payable to the holders of
record of shares of the Preferred Stock, Series A, as they appear on
the stock register of the Corporation on such record dates, which
shall be the fifteenth day immediately preceding the payment date
thereof, or such other date not more than 30 nor less than 15 days
preceding the payment dates thereof, as shall be fixed by the Board
of Directors of the Corporation (or a duly authorized Committee
thereof). Dividends on account of arrears for any past Dividend
Periods may be declared and paid at any time, without reference to
any regular dividend payment date, to holders of record on such
date, not exceeding 45 days preceding the payment date thereof, as
may be fixed by the Board of Directors of the Corporation (or a duly
authorized Committee thereof).

(b) (i) Dividend periods ("Dividend Periods") shall
commence on March 30, June 30, September 30, and December 30 of each
year (other than the initial Dividend Period which shall commence on
the date of original issue of the Preferred Stock, Series A) and
shall end on and include the calendar day next preceding the first
day of the next Dividend Period. The dividend rate on the shares of
Preferred Stock, Series A, for the period from the date of original
issue thereof to and including December 30, 1994, and for each
Dividend Period thereafter shall be 9% per annum.


(ii) The amount of dividends payable for each full
Dividend Period for the Preferred Stock, Series A, shall be computed
by dividing the dividend rate of 9% per annum by four, rounded to
the nearest one-

hundredth of a percent, with five one-thousandths rounded upwards,
and applying the resulting rate to the amount of $10,000 per share.
The amount of dividends payable for the initial Dividend Period on
the Preferred Stock, Series A, or any other period shorter than a
full Dividend Period on the Preferred Stock, Series A, shall be
computed on the basis of 30-day months, a 360-day year and the
actual number of days elapsed in any period of less than one month.
The amount of dividends payable on the Preferred Stock, Series A,
shall be rounded to the nearest cent, with one-half cent being
rounded upwards.

(c) So long as any shares of the Preferred Stock, Series
A, are outstanding, no full dividends shall be declared or paid or
set apart for payment on the preferred stock of the Corporation of
any series ranking, as to dividends, on a parity with or junior to
the Preferred Stock, Series A, for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for
such payment on the Preferred Stock, Series A, for all Dividend
Periods terminating on or prior to the date of payment of such full
cumulative dividends. When dividends are not paid in full, as
aforesaid, upon the shares of the Preferred Stock, Series A, and any
other preferred stock ranking on a parity as to dividends with the
Preferred Stock, Series A, all dividends declared upon shares of the
Preferred Stock, Series A, and any other preferred stock ranking on
a parity as to dividends (whether cumulative or noncumulative) shall
be declared pro rata so that the amount of dividends declared per
share on the Preferred Stock, Series A, and such other preferred
stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the shares of the Preferred Stock,
Series A, and such other preferred stock bear to each other. Holders
of shares of the Preferred Stock, Series A, shall not be entitled to
any dividends, whether payable in cash, property or stock, in excess
of full cumulative dividends, as herein provided, on the Preferred
Stock, Series A. No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment or payments on
the Preferred Stock, Series A, which may be in arrears.

(d) So long as any shares of the Preferred Stock, Series
A, are outstanding, no dividends (other than dividends or
distributions paid in shares of, or options, warrants or rights to
subscribe for or purchase shares of, the Common Stock or another
stock of the Corporation ranking junior to the Preferred Stock,
Series A, as to dividends and upon liquidation and other than as
provided in subsection (c) of this Section (2)) shall be declared or
paid or set aside for payment or other distribution declared or made
upon the Common Stock or upon any other stock of the Corporation
ranking junior to or on a parity with the Preferred Stock, Series A,
as to dividends or upon liquidation, nor shall any Common Stock nor
any other stock of the Corporation ranking junior to or on parity
with the Preferred Stock, Series A, as to dividends or upon
liquidation be redeemed, purchased or otherwise acquired, other than
in connection with the distribution or trading thereof, for

any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any such stock) by
the Corporation (except by conversion into or exchange for stock of
the Corporation ranking junior to the Preferred Stock, Series A, as
to dividends and upon liquidation) unless, in each case, full
cumulative dividends on all outstanding shares of the Preferred
Stock, Series A, shall have been declared and paid for all Dividend
Periods terminating on or prior to the date of payment of such full
cumulative dividends.

(3) Liquidation Preference. (a) In the event of any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, before any payment or distribution of the
assets of the Corporation or proceeds thereof (whether capital or
surplus) shall be made to or set apart for the holders of any series
or class or classes of stock of the Corporation ranking junior to
the Preferred Stock, Series A, upon liquidation, dissolution, or
winding up, the holders of the shares of the Preferred Stock, Series
A, shall be entitled to receive $10,000 per share plus an amount
equal to all dividends (whether or not earned or declared) accrued
and unpaid thereon to the date of final distribution to such holders
but such holders shall not be entitled to any further payment. If,
upon any liquidation, dissolution, or winding up of the Corporation,
the assets of the Corporation, or proceeds thereof, distributable
among the holders of the shares of the Preferred Stock, Series A,
shall be insufficient to pay in full the preferential amount
aforesaid and liquidating payments on any other shares of preferred
stock ranking, as to liquidation, dissolution or winding up, on a
parity with the Preferred Stock, Series A, then such assets, or the
proceeds thereof, shall be distributed among the holders of shares
of Preferred Stock, Series A, and any such other preferred stock
ratably in accordance with the respective amounts which would be
payable on such shares of Preferred Stock, Series A, and any such
other preferred stock if all amounts payable thereon were paid in
full. For the purposes of this Section (3), a consolidation or
merger of the Corporation with one or more corporations shall not be
deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the Corporation.

(b) Subject to the rights of the holders of shares of
any series or class or classes of stock ranking on a parity with or
prior to the Preferred Stock, Series A, upon liquidation,
dissolution or winding up, upon any liquidation, dissolution or
winding up of the Corporation, after payment shall have been made in
full to the holders of Preferred Stock, Series A, as provided in
this Section (3), but not prior thereto, any other series of class
or classes of stock ranking junior to the Preferred Stock, Series A,
upon liquidation shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any and
all assets remaining to be paid or distributed, and the holders of
the Preferred Stock, Series A, shall not be entitled to share
therein.

(4) Redemption. (a) The Preferred Stock, Series A, may
not be redeemed prior to December 30, 2004. At any time or from time
to time on and after December 30, 2004, the Corporation, at its
option, may redeem shares of the Preferred Stock, Series A, as a
whole or in part, at a redemption price of $10,000 per share,
together in each case with accrued and unpaid dividends (whether or
not earned or declared) to the date fixed for redemption.

(b) In the event the Corporation shall redeem shares of
Preferred Stock, Series A, notice of such redemption shall be given
by first class mail, postage prepaid, mailed not less than 30 nor
more than 60 days prior to the redemption date, to each holder of
record of the shares to be redeemed, at such holder's address as the
same appears on the stock register of the Corporation. Each such
notice shall state: (1) the redemption date; (2) the number of
shares of Preferred Stock, Series A, to be redeemed and, if less
than all the shares held by such holder are to be redeemed, the
number of such shares to be redeemed from such holder; (3) the
redemption price; (4) the place or places where certificates for
such shares are to be surrendered for payment of the redemption
price; and (5) that dividends on the shares to be redeemed shall
cease to accrue on such redemption date. Notice having been mailed
as aforesaid, from and after the redemption date (unless default
shall be made by the Corporation in providing money for the payment
of the redemption price) dividends on the shares of the Preferred
Stock, Series A, so called for redemption shall cease to accrue, and
said shares shall no longer be deemed to be outstanding, and all
rights of the holders thereof as stockholders of the Corporation
(except the right to receive from the Corporation the redemption
price) shall cease. The Corporation's obligation to provide moneys
in accordance with the preceding sentence shall be deemed fulfilled
if, on or before the redemption date, the Corporation shall deposit
with a bank or trust company (which may be an affiliate of the
Corporation) having an office in the Borough of Manhattan, City of
New York, having a capital and surplus of at least $50,000,000,
funds necessary for such redemption, in trust, with irrevocable
instructions that such funds be applied to the redemption of the
shares of Preferred Stock, Series A, so called for redemption. Any
interest accrued on such funds shall be paid to the Corporation from
time to time. Any funds so deposited and unclaimed at the end of two
years from such redemption date shall be released or repaid to the
Corporation, after which the holder or holders of such shares of
Preferred Stock, Series A, so called for redemption shall look only
to the Corporation for payment of the redemption price.

Upon surrender, in accordance with said notice, of the
certificates for any such shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation
shall so require and the notice shall so state), such shares shall
be redeemed by the Corporation at the applicable redemption price
aforesaid. If less than all the outstanding shares of Preferred
Stock, Series A, are to be redeemed, shares to be

redeemed shall be selected by the Board of Directors of the
Corporation (or a duly authorized committee thereof) from
outstanding shares of Preferred Stock, Series A, not previously
called for redemption by lot or pro rata or by any other method
determined by the Board of Directors of the Corporation (or a duly
authorized committee thereof) to be equitable. If fewer than all the
shares represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares
without charge to the holder thereof.

(c) In no event shall the Corporation redeem less than
all the outstanding shares of Preferred Stock, Series A, pursuant to
subsection (a) of this Section (4) unless full cumulative dividends
on all outstanding shares of the Preferred Stock, Series A, shall
have been or all contemporaneously declared and paid or declared and
a sum sufficient for payment thereof set apart for such payment for
all Dividend Periods terminating on or prior to the date of payment
of such full cumulative dividends.

(5) Voting Rights. The Preferred Stock, Series A, shall
have no voting rights, except as hereinafter set forth or as
otherwise from time to time required by law. Whenever dividends
payable on the Preferred Stock, Series A, shall be in arrears for
such number of dividend periods, whether or not consecutive, which
shall in the aggregate contain a number of months equivalent to six
calendar quarters, the holders of outstanding shares of the
Preferred Stock, Series A, shall have the exclusive right, voting as
a class with holders of shares of all other series of preferred
stock ranking on a parity with the Preferred Stock, Series A, either
as to dividends or the distribution of assets upon liquidation,
dissolution or winding up and upon which like voting rights have
been conferred and are exercisable, to vote for the election of two
additional directors at the next annual meeting of stockholders and
at each subsequent annual meeting of stockholders. At elections for
such directors, each holder of the Preferred Stock, Series A, shall
be entitled to one vote for each share held (the holders of shares
of any other series of preferred stock ranking on such a parity
being entitled to such number of votes, if any, for each share of
stock held as may be granted to them). Upon the vesting of such
right of such holders, the maximum authorized number of members of
the Board of Directors shall automatically be increased by two and
the two vacancies so created shall be filled by vote of the holders
of such outstanding shares of Preferred Stock, Series A, (either
alone or together with the holders of shares of all other series of
preferred stock ranking on such a parity) as hereinafter set forth.
The right of such holders of such shares of the Preferred Stock,
Series A, voting as a class with holders of shares of all other
series of preferred stock ranking on such a parity, to elect members
of the Board of Directors of the Corporation as aforesaid shall
continue until all past dividends accumulated on such shares of
Preferred Stock, Series A, shall have been paid in full. Upon
payment in full of such dividends, such voting rights shall
terminate except as

expressly provided by law, subject to re-vesting in the event of
each and every subsequent default in the payment of dividends as
aforesaid.

Upon termination of the right of the holders of the
Preferred Stock, Series A, to vote for directors as herein provided,
the term of office of all directors then in office elected by such
holders will terminate immediately. If the office of any director
elected by such holders voting as a class becomes vacant by reason
of death, resignation, retirement, disqualification, removal from
office or otherwise, the remaining director elected by such holders
voting as a class may choose a successor who shall hold office for
the unexpired term in respect of which such vacancy occurred.
Whenever the term of office of the directors elected by such holders
voting as a class shall end and the special voting rights shall have
expired, the number of directors shall be such number as may be
provided for in the By-laws irrespective of any increase made
pursuant to the provisions hereof.

So long as any shares of the Preferred Stock, Series A,
remain outstanding, the affirmative vote or consent of the holders
of at least two-thirds of the shares of the Preferred Stock, Series
A, outstanding at the time (voting as a class with all other series
of preferred stock ranking on a parity with the Preferred Stock,
Series A, either as to dividends or the distribution of assets upon
liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable), given in person or
by proxy, either in writing or at any meeting called for the
purpose, shall be necessary to permit, effect or validate any one or
more of the following:

(i) the authorization, creation or issuance, or any
increase in the authorized or issued amount, of any class or series
of stock ranking prior to the Preferred Stock, Series A, with
respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up; or

(ii) the amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of any of the provisions of the
Restated Certificate of Incorporation, as amended, or of the
resolutions set forth in a Certificate of Designations for such
Preferred Stock, Series A, which would materially and adversely
affect any right, preference, privilege or voting power of the
Preferred Stock, Series A, or of the holders thereof; provided,
however, that any increase in the amount of authorized preferred
stock or the creation and issuance, or an increase in the authorized
or issued amount, of other series of preferred stock, or any
increase in the amount of authorized shares of Preferred Stock,
Series A, in each case ranking on a parity with or junior to the
Preferred Stock, Series A, with respect to the payment of dividends
and the distribution of assets upon liquidation, dissolution or
winding up, shall not be deemed to materially and adversely affect
such rights, preferences, privileges or voting powers.

The foregoing voting provisions shall not apply if, at or
prior to the time when the act with respect to which such vote would
otherwise be required shall be effected, all outstanding shares of
Preferred Stock, Series A, shall have been redeemed or sufficient
funds shall have been deposited in trust to effect such a redemption
which is scheduled to be consummated within three months after the
time that such rights would otherwise be exercisable.

(6) Record Holders. The Corporation and the transfer
agent for the Preferred Stock, Series A, may deem and treat the
record holder of any share of such Preferred Stock as the true and
lawful owner thereof for all purposes, and neither the Corporation
nor such transfer agent shall be affected by any notice to the
contrary.

(7) Ranking. Any class or classes of stock of the
Corporation shall be deemed to rank:

(i) on a parity with the Preferred Stock, Series A, as
to dividends or as to distribution of assets upon liquidation,
dissolution or winding up, whether or not the dividend rates,
dividend payment dates, or redemption or liquidation prices per
share thereof be different from those of the Preferred Stock, Series
A, if the holders of such class of stock and the Preferred Stock,
Series A, shall be entitled to the receipt of dividends or of
amounts distributable upon liquidation, dissolution or winding up,
as the case may be, in proportion to their respective dividend rates
or liquidation prices, without preference or priority one over the
other; and

(ii) junior to the Preferred Stock, Series A, as to
dividends or as to the distribution of assets upon liquidation,
dissolution or winding up, if such stock shall be Common Stock or if
the holders of Preferred Stock, Series A, shall be entitled to
receipt of dividends or of amounts distributable upon dissolution,
liquidation or winding up, as the case may be, in preference or
priority to the holders of shares of such stock.

(8) Exclusion of Other Rights. Unless otherwise required
by law, shares of Preferred Stock, Series A, shall not have any
rights, including preemptive rights, or preferences other than those
specifically set forth herein or as provided by applicable law.

(9) Notices. All notices or communications unless
otherwise specified in the By-laws of the Corporation or the
Restated Certificate of Incorporation, as amended, shall be
sufficiently given if in writing and delivered in person or by first
class mail, postage prepaid. Notice shall be deemed given on the
earlier of the date received or the date such notice is mailed."